E-48
Exhibit No. 6
Ozolutions, Inc.
Form 10-SB
ASSIGNMENT OF CONTRACT
This Agreement is made as of the 1st day of June, 2000
BETWEEN:
HANKIN ATLAS OZNE SYSTEMS LIMITED
A Corporation incorporated pursuant
to the Laws of
Canada having its offices located
at 690 Progress
Avenue, Unit 12, Toronto, Ontario.
M1H 3A6
(hereinafter called "Hankin")
OF THE FIRST PART
and -
1421209 ONTARIO LIMITED, a
Corporation incorporated pursuant
to the laws of the Province of
Ontario
(hereinafter called "Ontario")
OF THE SECOND PART
And
OZOLUTIONS INC., a Corporation
incorporated pursuant to the laws
of the State of Delaware
(hereinafter called "Ozolutions")
OF THE THIRD PART
WHEREAS
A. By an Agreement in writing dated as of the 23rd day of
December, 1999, Hankin appointed Deans as Trustee as its
exclusive marketing representative in and in respect of the
Province of Ontario for the Products as set out therein. A copy
of this Contract is attached hereto as Schedule "A" and is
referred to as the "Representative Contract"
E-41
<PAGE>
B. By Assignment in writing dated as of the 1st day of June,
2000 Deans as Trustee assigned the above-noted Representative
Agreement to Ontario. A copy of this Contract is attached hereto
as Schedule "B".
C. Ontario now wishes to assign the Representative Contract to
Ozolutions.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements of the parties
contained herein, the sum of One ($ 1.00) Dollar paid by Ontario
to Ozolutions and other good and valuable consideration, (the
receipt and sufficiency of which is hereby acknowledged by the
parties hereto), it is agreed as follows:
1. Ontario hereby assigns to Ozolutions, Ontario's interest in
the Representative Contract and all benefits to be derived
therefrom subject to the observance and performance of the
covenants, provisos, and consideration on the part of Ontario
contained herein
2. Hankin hereby consents to the assignment on the terms set
out herein;
3. This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors and assigns;
4. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws
of Canada, applicable therein;
5. The parties hereto agree that this Agreement may be
transmitted by facsimile or such similar device and that the
reproduction of signatures by facsimile or such similar device
will be treated as binding as if originals and each party hereto
undertakes to
6. Provide each and every other party hereto with a copy of the
Agreement bearing original signatures forthwith upon demand.
IN WITNESS WHEREOF the parties hereto have set their hands as
attested by the signature of their duly authorized officer, the
day and year first mentioned above.
SIGNED, SEALED AND DELIVERED HANKIN ATLAS OZNE
In the Presence of SYSTEMS LIMITED
Per:
/s/ Authorized Signing Officer
/s/
1421209 ONTARIO LIMITED
Per:
/s/ Authorized Signing Officer
OZOLUTIONS INC.
Per:
/s/ Authorized Signing Officer
E-42
<PAGE>
ASSIGNMENT OF CONTRACT
This Agreement is made as of the 1st at day of June, 2000
BETWEEN:
HANKIN ATLAS OZNE SYSTEMS LIMITED
A Corporation incorporated pursuant
to the Laws of Canada having its
offices located at 690 Progress
Avenue, Unit 12, Toronto, Ontario.
M I H 3A6
(hereinafter called "Hankin")
OF THE FIRST PART
- and -
EDWARD GRANT DEANS, of the City of
Toronto, in the Province of Ontario
(hereinafter called "Deans as
Trustee")
OF THE SECOND PART
- and -
1421209 ONTARIO LIMITED, a
Corporation incorporated pursuant
to the laws of the Province of
Ontario
(hereinafter called "Ontario")
OF THE THIRD PART
WHEREAS
A. By an Agreement in writing dated as of the 23rd day of
December, 1999, Hankin
appointed Deans as Trustee as its exclusive- marketing
representative. in and in respect of the Province of Ontario for
the Products as set out therein. A copy of this Contract is
attached hereto as Schedule "A" and is referred to as the
"Representative Contract"
B. Deans wishes to assign die Representative Contract to
Ontario, of which all of the shares are beneficially owned by
Deans and his family.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements of the parties
contained herein, the sum of One ($ 1.00)
E-43
<PAGE>
Dollar paid by Deans as Trustee to Hankin and other good and
valuable consideration, (tile receipt and sufficiency of which is
hereby acknowledged by the parties hereto), it is agreed as
follows:
1. Deans as Trustee hereby assigns to Ontario, Deans' interest
in tile Representative
Contract and all benefits to be derived therefrom subject to the
observance and performance of the covenants, provisos, and
consideration on the part of Deans as Trustee contained herein
2. Hankin hereby consents to the assignment on the terms set
out herein;
3. This Agreement shall enure to the benefit of and be binding
upon tile parties and their respective successors and assigns;
4. This Agreement shall be governed by and construed in
accordance with the laws
of the Province of Ontario and the laws of Canada, applicable
therein;
5. The parties hereto agree that this Agreement may be
transmitted by facsimile or
such similar device and that the reproduction of signatures by
facsimile or such similar device will be treated as binding as if
originals and each party hereto undertakes to provide each and
every other party hereto with a copy of the Agreement bearing
original signatures forthwith upon demand.
IN WITNESS WHEREOF the parties of the First and Third Part have
set their hands as attested by the signature of their duly
authorized officer, and the Party of the Second Part has set his
hand and seal, all the day and year first mentioned above.
SIGNED, SEALED AND DELIVERED HANKIN ATLAS OZNE
In the Presence of SYSTEMS LIMITED
Per:
/s/ Authorized Signing Officer
/s/
/s/ Edward Grant Deans,
As Trustee
1421209 ONTARIO LIMITED
Per:
/s/ Authorized Signing Officer
E-44
<PAGE>
THIS AGREEMENT is made as of the 23rd day of December, 1999
BETWEEN:
Hankin Atlas Ozone Systems Limited of 690 Progress Avenue, Unit
#12, Toronto, Ontario M1H 3A6, a company incorporated under the
laws of Canada ("Hankin") and Edward Grant Deans, sometimes
carrying on business as "Canadian Water Technologies" or "CWT", a
Trustee for a Ontario corporation to be incorporated, of 872
Millwood Road, Suite 50, Toronto, Ontario Canada (die
"Representative")
1. APPOINTMENT
1 1. Hankin hereby appoints the Representative as its exclusive
marketing representative in and in respect of Province of Ontario
("the Territory") for the sale of Hankin's Point of Use ("POU")
and Point of Entry ("POE") water treatment units an all
improvements made thereto. Hankin also agrees any Corporation
headquartered in Ontario with national distribution would be
included in this Agreement
1.2. The Representative accepts such appointment subject to and
in accordance with the provisions of this Agreement.
2. DURATION OF AGREEMENT AND TERMINATION
2.1. This agreement shall commence on the date hereof and subject
to clause 2.2 hereof shall remain in effect for Three (3) years
and shall be renewable for Two (2) further periods of Three (3)
Years,
2.2. Either party may by notice in writing terminate this
agreement without compensation or liability to the other if the
other shall:
2.2.1. enter into bankruptcy, receivership, liquidation or any
similar status or situation (except for the purpose of
reconstruction) or make any composition with its creditors or
have a receiver appointed over the whole or any substantial part
of its assets or
2.2.2. commit any breach of any of clauses 3.6, 4, 6.3 or 7 of
this agreement or
2.2.3. fail to remedy any other breach of this agreement
following receipt of a notice in writing requiring the same to be
remedied within a reasonable time.
3. DUTIES OF REPRESENTATIVE
3.1. The Representative shall I use his best efforts to sell the
Products in the Territory and as part of such efforts shall
promote the sales of the Products with Government Industry,
Consultants, Contractor, Sub-Contractors and owners of projects
within the Territory.
E-45
<PAGE>
3.2. The Representative shall use his best endeavors to procure
and facilitate the sale of the Products at prices satisfactory to
Hankin
3.3. The Representative shall maintain an effective organization
in the Territory with such personnel as may be necessary to
achieve maximum sales of the Products. Representative may, at his
option but always with the approval of Hankin, (such approval not
to be unreasonably withheld), appoint sub-representatives in the
Territory.
3.4. The Representative shall pay all of his own expenses in
connection with his activities under this agreement.
3.5. Without prejudice of the generality of the foregoing, the
Representative shall:
3.5.1. publicize the Products in the Territory
3.5.2. canvass and approach Clients, Architects, Engineers and
other Consultants with a view to procuring the specification of
Hankin's Products
3.5.3. liaise with Contractors and Owners to obtain invitations
to tender and purchase orders in favour of Hankin and
3.5.4. (both before and after the placing of an order with
Hankin) maintain contact and liaison with purchasers on behalf of
Hankin
3.6. The Representative shall comply with all relevant local laws
and regulations.
4. STATUS AND AUTHORITY OF REPRESENTATIVE
4.1 The Representative is not an employee of Hankin in any
respect whatsoever and shall not represent himself to be such an
employee.
4.2. The Representative is not granted any right, power or
authority to enter into contracts or assume any obligations,
liabilities or expenses on behalf of Hankin or to accept any
summons or other legal process on behalf of Hankin and shall not
hold himself out as having any such authority.
4.3. The Representative shall not at anytime during the currency
of this Agreement, represent or put for sale or sell directly or
indirectly any products competitive with Hankin's products
without the prior written consent of Hankin.
5. REPRESENTATIVE'S COST OF PRODUCT
5. 1. Representative shall purchase Product from Hankin in
accordance with its published price list and if no price list,
then at such prices that are in no case higher than those charged
to other purchasers.
E-46
<PAGE>
6. DOCUMENTATION
6.1 The Representative shall promptly and regularly report to
Hankin concerning his activities with respect to the sale of
Products in the Territory including lists of prospective
customers.
6.2. Hankin shall furnish the Representative with samples of its
advertising material, information and assistance with regard to
equipment selection, size and pricing and such other technical
information as Hankin deems necessary to enable Representative to
fulfill his obligations. Also literature and information shall
remain the property of Hankin, shall be kept confidential by the
Representative and shall be returned to Hankin upon the
termination of this Agreement.
6.3. The Representative shall not disclose any of Hankin's
confidential information to third parties except in furtherance
of this Agreement and then only with the express prior written
consent of Hankin.
7. ASSIGNMENT
7.1. Neither party shall assign this Agreement to any third party
in whole or in part without the prior written consent of the
other; save that Representative may assign this Agreement,
without consent, to an Ontario Corporation of which all
outstanding shares are beneficially owned by Representative.
8. PRODUCTS
8.1. At any time during the currency of this Agreement, Hankin
may discontinue or modify any of the Products covered by this
Agreement without breaching this Agreement and without incurring
any liability or obligation to the Representative.
9. RESOLUTION OF DISPUTES
9.1. Any dispute arising between the parties under or in
connection with this Agreement shall be referred to the
determination of a single Arbitrator to be agreed between tile
parties or in default of agreement, to be appointed by a Judge of
the Superior Court of the Province of Ontario;
9.2. The laws of the Province of Ontario and in particular by the
Arbitration Act S.O. or any statutory modification or re-
enactment shall govern such Arbitration thereof and the seat of
Arbitration shall be Toronto, Ontario..
10. MISCELLANEOUS
10.1. This agreement shall be governed by and interpreted in
accordance with the laws of Ontario
10.2. This agreement embodies the entire Agreement and
understanding of the parties and supersedes any previous
agreements, representations or understandings related hereto.
E-47
<PAGE>
10.3. No modification of this Agreement shall have any force
or effect unless made in writing and signed by both parties.
IN WITNESS whereof the parties have executed this Agreement the
day and year first written
above as attested by their duly authorized officers.
SIGNED, SEALED AND DELIVERED HANKIN ATLAS OZNE
SYSTEMS LIMITED
Per:
/s/ Authorized Signing Officer
/s/
/s/ Edward Grant Deans,
Trustee for an Ontario
Corporation
To be Incorporated
E-48
<PAGE>
